Afraid to Love You
by BeastlyBat93
Summary: Wind-Up's in love with Pop Thorn, but he's always been reluctant to reveal his true feelings for him, due to the both of them being polar opposites and his fear of hurting him as well. However, while's he's working on a toy version of Pop Thorn and presents it to him as a gift, feelings between the two of them erupt and a talk with Pop Thorn reveals that opposites do attract.


**Hey guys. I'm back with another hot Skylanders yaoi story, but this one's not about my beloved and extremely adorable and sexy Pop Fizz. No, this one's about the two Adventure pack characters in Skylanders Swap Force called Pop Thorn and Wind-Up. I don't really know why, but I think these two would really make a cute couple, and now I tread carefully into this new pairing. And don't forget to review, favorite, and follow.**

 **Disclaimers: I don't own the rights to the Skylanders franchise. It's rightfully owned by Activision. No flamers!**

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 **~Afraid to Love You~**

Wind-Up was seen entering his workshop full of antique wooden clocks forged by both his hands and the toymaker who built him years ago. He was pretty much building from old clockwork parts and parts from various toys, so it was normal for him to have this keen interest in clocks and to some degree toys. He always had a knack for being on time and every single one of his clocks were set on the correct time as each of them all read the time five thirty, as he smiled and felt the windup key in his head turning happily.

"Once again I'm on time and all wound up!" The adorable windup toy said, as he spun around happily, with some gold bolts and screws falling off him as he spun around happily.

The gold bolts and screws he sheds were a normal thing for, due to him being created by magic and all of his parts being enchanted. Though it was somewhat strange to see a windup toy shedding, but it didn't really bother him that much. All that really matted to him was being on time, having fun, and of course making plenty of new friends. With a smile on his face, the punctual windup toy sat down on his bench, and began crafting a toy of someone special to him, as he made a cute noise similar to whistling.

Despite being the punctual and happy little windup toy he was, Wind-Up was sad on the inside and that was because he didn't have someone to call his boyfriend. Yes, a boyfriend. From the day he was first built, he always yearned for the company another male, and it didn't matter if they were a big hulking Adonis, or a frail and nerdy type fellow. He just wanted a boy to love him and be with him always not as a friend, but also a boyfriend. The problem with that was that not too many guys wanted to screw a windup toy, and the Skylanders that were gay didn't seem to have any romantic, or sexual attraction towards him at all. It made the little windup toy quite depressed. There was however one being that he yearned for and that was the lovable and downright sexy pufferthorn, Pop Thorn.

"Oh, Pop Thorn, you are my prince charming. My whole world and life." Wind-Up said to himself, as he continued crafting the toy, modeling it in the appearance of someone he loves dearly.

From the day they had first met, Wind-Up was just awestruck by how adorable and brave Pop Thorn, and admired how the adorable refused to allow anyone to walk allover him. He was just mesmerized by the pufferthorn's presence and anytime he'd get close or even touch him, he'd feel his spring loaded penis pop out, and luckily, he always managed to keep himself in check because exposing himself like that would just be too awkward of a sight. In many ways, he felt that him and Pop Thorn were kindred spirits. They're both unique creates, they both protected areas outside of Skylands, and both of them had defeated their own respective villains invading their areas known as Cluck and Sheep Mage. He sighed lovingly as he began dreaming about the love of his life, and grabbed some glue and paint off the shelf, as he continued working on the toy.

"Pop Thorn, I want to tell you how I feel, but I feel scared that you'll reject me, or I might accidently pop you." The windup said to him, as he continued talking to himself and to a framed picture of Pop Thorn taped to one of the pillows on his bed.

The feeling of rejection Wind-Up could handle, but the very thought of accidently hurting his beloved was just too much for him. You see Pop Thorn was like a balloon and Wind-Up was more like a sharp object with electrified claws on both his hands that could gravely injure, or even kill someone like Pop Thorn and that was the main reason he was afraid of coming out about his feelings, because he couldn't live with himself if he hurt the one he loved more than anything, but it was slowly eating him up inside not telling the beautiful pufferthorn as he finished crafting the toy and began gluing on the tiny dragon wings to the toy.

Wind-Up continued to mule over his thoughts about the love of his life, as he began painting the toy delicately, making sure he didn't mess up this work of art. He smiled a bit as he saw his work coming to fruition, and sighed lovingly as he finished painting the toy, and placed his paintbrush in a bucket of water to rinse off the paint. He then grabbed a windup key and stuck it inside, completing the toy at last.

"Ooh-ho-ho! Success!" The adorable windup toy exclaimed, as he looked upon his toy version of Pop Thorn.

Happy with his work, Wind-Up gently grabbed the toy and began turning the windup key on it, as he turned the key all the way, and the Pop Thorn toy started dancing around as it opened it's mouth up, and shot out a blast of cool refreshing air in the windup toy's cute face, as he giggled cutely, as his claw hands changed into cymbals, and he started clapping happily, while his windup key started spinning around in his head and he began winding himself up to celebrate.

"I'm all wound up!" Wind-Up shouted, as he began spinning around his bedroom aimlessly in utter happiness and sheds more golden screws and bolts, as his cymbal hands returned to normal.

Feeling a massive boost in himself, Wind-Up grabbed the Pop Thorn toy he crafted for the love of his life, as he grabbed a small box and some wrapping paper, and began delicately wrapping the gift up, and placed a bow on the top of the colorful box. He then stuck a tag to the box and wrote 'To: Pop Thorn From: Wind-Up. I love you'. Feeling a blush coming under his cute face when he wrote those three meaningful words that meant everything to him, because he truly loved Pop Thorn more than anything, as he says to himself. "I hope Pop Thorn loves this." And exits his bedroom with the gift in tow.

Making his way through the palace, Wind-Up saw his various Skylanders friends either doing their training with Jet-Vac, enjoying themselves or working on some of their hobbies, and eating in the main kitchen as Camo gave some of his hungry friends exploding fruit, as the windup toy giggles cutely when Camo's fruit explodes in their faces, covering them in red goop.

As he went further into the palace, he took a little detour to Pop Fizz's bedroom, and quietly cracks the door open, getting the sight of his life doing so, feeling his spring loaded penis pop out. What he saw inside was Pop Fizz and Spitfire getting it on hot and heavy in the bed, as the bed was rocking back and forth, and he could see the horny gremlin with a hot and lead footed flame spirit on top of him pounding his huge cock into the gremlin's hot blue butt, as they're both moaning and panting heavily, and Wind-Up began stroking himself to the lovers making love.

"Oooh, Pop Fizz you sure are a naughty gremlin who deserves so much big cock." Wind-Up whispered lustfully to the horny couple, as he strokes his spring loaded penis more.

Realizing what he was doing, Wind-Up managed to stop himself before his cums, due to have more important matters to attend to, and not having the time for a possible threesome with the two lovebirds. With a great deal of effort, he managed to push his rock hard penis back into his compartment between his legs, and quietly tip toes out of the bedroom, slowly closing the door and leaving the two horny lovers undisturbed.

Wind-Up was blushing like mad from the sight, and was already getting lewd thoughts of him and Pop Thorn doing it, while trying to suppress his increasing sexual desires. He panted a little bit, and almost broke out in a brisk run as he ran down the hallway, shedding more golden bolts and screws, as he soon came to a stop at a door with a sign on it that read in blue letters 'Pop Thorn's Room'. Smiling happily when he arrived at his destination, and cracked a door a bit as he peered inside, seeing the adorable and hot pufferthorn resting on his bed, being the adorable and lovable creature he was.

"Umm... Hi there, Pop Thorn." Wind-Up responded, catching Pop Thorn's attention, as he turned around to see the shedding and blushing windup toy standing in his doorway, and hiding something behind his back.

With a smile on his face, Pop Thorn hopped off his bed, and scampered over to the adorable windup toy and says. "Hiya, Wind-Up. How's it going and are things pointing up for you?"

"I'm doing fine, Pop Thorn." Wind-Up said, trying to keep his sexual desires in check as he began shaking a little bit from how nervous he was becoming, with more golden bolts and screws falling off his body, and he could tell Pop Thorn was worried about him.

"You don't look fine, buddy. You're trembling and seem like something's troubling you." Pop Thorn responded, slowly making his way towards the troubled windup toy, as Wind-Up slowly began backing away from the concerned pufferthorn.

"Please don't come any closer!" Wind-Up shouted, stepping back a couple of feet away from the pufferthorn. As much as he wanted to get physical with Pop Thorn, he was extremely afraid that he'd accidently hurt him if they hugged and he cut him with his electrified claws.

Pop Thron grew a bit irritated with Wind-Up, and soon ran up behind him, thanks to him being one of the fastest running Skylanders out there, and hugged the adorable windup toy tightly from behind, causing him to drop the present on the floor. Wind-Up was surprised and shocked by the sudden affection, and without thinking he pulled Pop Thorn in front of him, and hugged him back just as tight, as the windup key in his head started spinning around happily, as he could hear Pop Thorn giggling cutely and flapping his tiny wings.

"All you needed was a hug to calm you down, Wind-Up. And now to cool you off too." Pop Thorn replied, snuggling on Wind-Up's metallic chest, blowing his Fresh Breath in Wind-Up's face, cooling the adorable windup toy off.

"Pop Thorn, I don't know what to say." Wind-Up stuttered out, as he tightened the loving hug on the adorable pufferthorn, while also making sure his claws were touching his love's body.

"You don't have to say anything. I know there's a thorn stuck in your side and I'm going to pull it out." Pop Thorn responded, nuzzling Wind-Up's metallic lips, almost as a form of kissing in a way for them, only deepening the windup toy's blush.

Wind-Up was deeply touched by how caring Pop Thorn was, and returned the affectionate nuzzle with the adorable pufferthorn. He was also extremely happy that his claws hadn't harmed him, and kept hugging his friend even tighter and tighter and starts snuggling him cutely. He wanted so badly to come out about his feelings to the love of his life, but was so afraid of the fact that he'd hurt Pop Thorn by accident that made him so hesitant to reveal them to him, as he noticed Pop Thorn looked at the present at his feet.

"Is that for me, Wind-Up?" Pop Thorn questioned, sounding deeply touched by the sentimental gesture.

"Indeed it is." Wind-Up replied, as he released Pop Thorn from the hug, and quickly grabbed the present, and handed it to Pop Thorn. "For you, my sweet Pop Thorn." He sweat dropped when he said that, and saw the blushing Pop Thorn looking at him.

'Aw... Wind-Up." Pop Thorn said with a loving smile on his cute face, as he looked at the sticker on the box and started blushing bright red when he read the three words written on the sticker. Was Wind-Up gay and does he love me? He wondered to himself, as he began opening the present, and gasped when he saw the toy version of himself beautifully handcrafted and was a spitting image of him.

"Oooh, Wind-Up, it's so beautiful..." Pop Thorn stutters out as he blushed even more, and could joyful tears welling up inside his eyes, as he slowly turned the windup key, till the key was turned all the way.

The Pop Thorn toy soon started dancing around in Pop Thorn's paws, and it blew a blast of cool air in the pufferthorn's cute face, as he giggles cutely at how beautiful the gift was, and hugged the toy close to his chest once it stopped dancing. He then felt a strange feeling wash over him as he suddenly pulled Wind-Up back into a loving hug, and leaned in closer as he says. "Thank you, Wind-Up. I love you too."

"You're welcome." Wind-Up replied, as he hugged Pop Thorn back, and leaned in closer as well, not caring what was about to happen now.

Pop Thorn smiled lovingly, as he leaned in closer and pressed his lips against the windup toy's in a deep and heartfelt kiss, and pulled Wind-Up even closer to him, as he heard a muffled gasp coming from the shocked windup toy. Wind-Up was in a state of shock, but once the shock passed, he ignored everything and simply returned the kiss with Pop Thorn, as he could feel his mechanical heart belting a few ticks faster.

A deep kiss of true love ensued between the two lovers, as sounds of wet slurping and hot moaning could heard throughout the hallway, as Pop Thorn's tongue gently lapped across the windup toy's metal lips, begging for entrance, which Wind-Up allowed as he opened his mouth up for him, sighing lovingly as he felt the wet tongue enter inside his mouth, enjoying the taste of wet tongue and salvia.

"Mmm... Pop Thorn..." Wind-Up moaned out, feeling his gears turning and the windup key in his head spinning, as he deepened the hot kiss with his new lover more, despite not having a tongue to return.

"Wind-Up, don't stop and give me more!" Pop Thorn begged, pushing his wet tongue deeper into the windup toy's mouth, making sure every part of his mouth was wet and dripping with salvia, as he used his tongue to gently tease him as they kissed.

Happy to oblige, Wind-Up suddenly picked the eager pufferthorn up, and tossed him onto his bed, before climbing in himself and resuming their hot kissing as he got on top of his lover. Once the kissing resumed, they began grinding against each other and becoming immensely aroused, and Pop Thorn took the initiative by grabbing onto Wind-Up's cute 'butt', and squeezing it, as he got covered in so many golden bolts and screws, and continued squeezing the windup toy's 'butt' some more as they kissed, and made out on the bed.

"I love you, my sweet Pop Thorn." Wind-Up moaned out to his lover, softly nibbling on his lips, as he giggled at having his 'butt' squeezed.

"I love you too, my sexy windup toy." Pop Thorn replied softly, deepening the hot tongue kiss more, and continued squeezing his lover's 'butt' even more, as he looked into the eyes of his new lover and says. "Why didn't you tell me you felt this way about me?" He wondered why Wind-Up would keep something like this from him.

"To be honest, I was afraid to love you, Pop Thorn. I wanted to be with you for so long, but I was always afraid that I'd accidently pop you or something with my sharper parts when we'd get intimate together. You see, you and I are practically polar opposites with you being balloon-like and me having all kinds of sharp and pointy objects on my body, and I couldn't live with myself if I ever hurt you." Wind-Up confessed, as he kissed the surprised pufferthorn again, before continuing. "Even now, I'm not sure if we should be together. What if I hurt you? What if I poke you with my claws when were having sex. What if you puff up and I po-..." As he was silenced by Pop Thorn kissing him wetly on his metal lips, coating them in a thick layer of salvia.

"Wind-Up, you don't need to be afraid of hurting me. I'm a tough little pufferthorn who can take on an army of trolls and considering what were just doing, you seem like you know how to handle me." He said with an adorable smile on his face, as he kisses Wind-Up again. "Don't worry about it, because we're together now and that's what matters now. I want to be with you and love you as much as you love me." He said, as he felt Wind-Up hug him tightly, as they began kissing again.

"Thank you, Pop Thorn. I really needed that." Wind-Up responded, kissing his beautiful lover again, as Pop Thorn snuggled close to him. "I love you." He said, as their lips separated from their kiss.

"I love you too, Wind-Up. And you're welcome." Pop Thorn replied, as he giggled cutely, before saying in a asking tone. "Now that we're a couple, can I see your spring loaded penis?"

Wind-Up sweat dropped, as he felt his whole body heating up, and steam shot out of his body like a steam engine, as he noticed the adorable smile Pop Thorn was giving him, as his windup key spun around like crazy. "Um... about that..."

 **The end.**

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 **And done! Now this was quite a fun story for me to write, and writing about these two was a first for me, so it feels quite nice finally finishing this story. Tell me in the reviews what you think of Pop Thorn X Wind-Up and if you think these two would be cute together in a relationship. Please do review and let me know what you think of the story, and I'll see you all later! Bye-bye!**


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